By Acquirer. (i) if the Special Committee shall have (x) failed to make, withdrawn, modified or changed in a manner adverse to Acquirer its approval or recommendation of this Agreement or the Merger, (y) shall have made any recommendation with respect to an Acquisition Proposal other than a recommendation to reject such Acquisition Proposal, or (z) shall have executed a letter of intent, agreement in principle or definitive agreement relating to an Acquisition Proposal with a Person other than Acquirer; or
By Acquirer. Acquirer shall deliver:
By Acquirer. To the extent permitted by law, Acquirer will indemnify, defend and hold harmless each Holder against any losses, claims, damages, or liabilities (joint or several) to which such Holder may become subject under the Securities Act, the Exchange Act or other U.S. federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"):
By Acquirer. (i) if the Company (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Merger following the public announcement of a Transaction Proposal; or
By Acquirer. To the fullest extent permitted by law, Acquirer will indemnify and hold harmless each of the Holders, officers, directors, trustees, fiduciaries, employees and agents of a Holder or underwriter (as defined in the 0000 Xxx) and each person, if any, who controls a Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934 (the "1934 ACT") (collectively, "HOLDER INDEMNIFIED PARTIES"), against any losses, claims, damages, or liabilities (joint or several) to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):
By Acquirer. To the extent permitted by law, ----------- Acquirer will indemnify and hold harmless each Company Holder, the partners, members, managers, officers and directors of each Company Holder, any underwriter (as defined in the 0000 Xxx) for such Company Holder, each of their respective representatives and agents and such Company Holder's legal counsel and independent accountants, and each person, if any, who controls such Company Holder or underwriter within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended ("1934 Act"), against any and all losses, claims, damages, or liabilities to which they may become subject under the 1933 Act, the l934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each of the following being a "Violation"):
By Acquirer. Acquirer agrees to indemnify and hold harmless each Contributor and their respective officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company after Closing; and (d) Acquirer’s access to the Property for the purpose of making such investigations, inspections, tests, assessments, surveys and the like in accordance with Section 7 of this Agreement.
By Acquirer. (i) if the Partnership (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Partnership Merger following the public announcement of a Transaction Proposal; or
By Acquirer. Subject to the limitations set forth in this Article VIII, from and after the Closing, Acquirer shall indemnify and hold harmless each Converting Holder and their respective officers, directors, agents and employees and each Person, if any, who controls or may control any such Converting Holder within the meaning of the Securities Act (each, a “Company Indemnified Person” and, together with the Acquirer Indemnified Persons, each an “Indemnified Person”) from and against, and shall compensate and reimburse each Company Indemnified Person for, any and all Indemnifiable Damages arising out of, resulting from or in connection with:
By Acquirer. To the extent permitted by law, Acquirer will ----------- indemnify, defend and hold harmless each Rights Holder against any Damages (severally but not jointly) to which such Rights Holder may become subject under the 1933 Act, the 1934 Act or other U.S. federal or state law, insofar as such Damages arise out of or are based upon any of the following statements, omissions or violations (collectively, a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in a Shelf Registration filed by Acquirer pursuant to this Agreement pursuant to which Registrable Securities are sold, including any preliminary prospectus, final prospectus or any amendments or supplements thereto;
